Hexcel (NYSE: HXL) EVP corrects tax shares and receives new equity awards

Rhea-AI Filing Summary

Hexcel Corporation executive Gail E. Lehman, EVP and Chief Legal & Sustainability Officer, filed an amended insider report adjusting a prior tax-withholding entry and reflecting new equity awards. The amendment notes that 1,060 shares of common stock were withheld at $82.81 per share to cover taxes on a performance-based share award, leaving 20,148 shares beneficially owned directly.

Lehman also reported 2,872 restricted stock units, each convertible into one Hexcel common share, vesting in equal installments on the first three anniversaries of the grant date. In addition, she received 6,906 non-qualified stock options with an exercise price of $81.59 per share, vesting in three equal annual installments and expiring on February 2, 2036.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lehman Gail E

(Last) (First) (Middle)

C/O HEXCEL CORPORATION

281 TRESSER BLVD.

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEXCEL CORP /DE/ [ HXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		F(1)		1,060(2)	D	$82.81	20,148	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/02/2026		A		2,872		(4)	(4)	Common Stock	2,872	$0	2,872	D
Non-Qualified Stock Options	$81.59	02/02/2026		A		6,906		(5)	02/02/2036	Common Stock	6,906	$0	6,906	D

Explanation of Responses:

1. This amendment is being filed to correct an administrative error in the amount of shares withheld for the payment of taxes upon conversion of a performance-based share award. The number of shares beneficially owned following this transaction were therefore also adjusted.

2. Represents shares of common stock of the issuer withheld for the payment of taxes due upon the conversion of a performance-based share award reported on the reporting person's Form 4 filed on January 23, 2026.

3. Each restricted stock unit ("RSU") represents a conditional right to receive one share of common stock of the issuer.

4. The RSUs vest and convert into an equivalent number of shares of common stock of the issuer in equal increments on the first three anniversaries of the grant date.

5. The non-qualified stock options vest in equal increments on the first three anniversaries of the grant date.

Remarks:

EVP, Chief Legal & Sustainability Officer

	/s/ Heather M. DeGregorio, as attorney-in-fact for Gail E. Lehman	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Hexcel (HXL) executive Gail E. Lehman report?

Gail E. Lehman reported an amended insider transaction adjusting the number of Hexcel shares withheld for taxes on a prior performance-based share award. She also disclosed new grants of restricted stock units and non-qualified stock options as part of her equity compensation package.

How many Hexcel (HXL) shares were withheld for Gail E. Lehmans taxes and at what price?

1,060 Hexcel common shares were withheld at $82.81 per share to cover taxes related to the conversion of a performance-based share award. After this tax-withholding disposition, Lehman reported directly owning 20,148 Hexcel common shares.

What restricted stock units did Gail E. Lehman receive from Hexcel (HXL)?

Lehman received 2,872 restricted stock units (RSUs), each representing a conditional right to one Hexcel common share. These RSUs vest and convert into shares in three equal installments on the first, second, and third anniversaries of the grant date, subject to continued service.

What stock options were granted to Gail E. Lehman by Hexcel (HXL)?

Lehman was granted 6,906 non-qualified stock options with an exercise price of $81.59 per share. These options vest in three equal annual installments starting on the grant date anniversary and are scheduled to expire on February 2, 2036 if not exercised earlier.

Why did Gail E. Lehman file an amended Form 4 with respect to Hexcel (HXL)?

The amendment corrects an administrative error in the previously reported number of shares withheld to pay taxes on a performance-based share award. Because of this correction, the reported total number of Hexcel shares beneficially owned by Lehman was also adjusted to reflect the accurate post-transaction balance.

What is Gail E. Lehmans role at Hexcel (HXL) as shown in this filing?

Gail E. Lehman is identified as Hexcels EVP, Chief Legal & Sustainability Officer. The filing classifies her as an officer of the company and reports her equity compensation awards and tax-withholding share disposition in connection with her executive role.